Exhibit 2.1 Share Sale Agreement of Xx0xxx.xxx Limited dated
October 1, 1999 by and between Willington Holdings
Ltd (Xx0xxx.xxx Limited) and Xx0xxx.xxx Ltd.
ACQUISITION AGREEMENT
AGREEMENT dated 1st October 1999 ("the Agreement"), by, between
and among XX0XXX.XXX INC, a company incorporated under the laws
of the State of Delaware (herein referred to as CI4NET), the
persons listed on Exhibit A attached hereto and made a part
hereof, being all of the shareholders and executive officers of
CI4NET (hereinafter referred to as "MANAGEMENT"); WILLINGTON
HOLDINGS LTD, a company incorporated under the laws of Jersey,
Channel Islands (hereinafter referred to as "WHL "); and the
persons listed on Exhibit "A" attached hereto and made a part
hereof, (hereinafter referred to as the "SELLERS").
WHEREAS, the SELLERS own a total of 2 shares of common stock,
GBP1
par value, of WHL , said shares being 100% of the issued and
outstanding common stock of WHL.
WHEREAS, the SELLERS desire to sell and CI4NET desires to
purchase one hundred (100%) percent of such shares.
NOW, THEREFORE, in consideration of the mutual convenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to CI4NET and CI4NET hereby agrees to
purchase and acquire from the SELLERS, a total of 2 shares of
common stock of WHL , which equates one hundred percent (100%)
percent of all of WHL 's currently issued and outstanding common
stock (the WHL Common Shares"), in a tax-free stock-for-stock
exchange.
2. Purchase Price - The aggregate purchase price to be paid by
CI4NET for the WHL Common Shares shall be 2,000,000 shares of
CI4NET $0.001 par value voting common stock (the "CI4NET Common
Shares"). The CI4NET Common Shares will be issued to the
individual SELLERS in accordance with Exhibit "A-1" attached
hereto.
3. Warranties Representations and Covenants of WHL and WHL
PRINCIPALS - In order to induce CI4NET to enter into this
Agreement and to complete the transaction contemplated hereby,
WHL and its principal executive officers (hereinafter referred
to as the "WHL PRINCIPALS", jointly and severally warrant and
represent to CI4NET that:
(a) Organization and Standing WHL is a corporation duly
organized, validly existing and in a good standing under the laws
of Jersey, is qualified to do business as a foreign corporation
in every other state or jurisdiction in which it operates to the
extent required by the laws of such states and jurisdictions, and
has full power and authority to carry on its business as now
conducted and to own and operate its assets, properties and
business. Attached hereto as Exhibit "B" are true and correct
copies of WHL 's Certificate of Incorporation, amendments thereto
and all current \by-laws of WHL . No changes thereto will be
made in any of the Exhibit "B" documents before the closing. WHL
has no subsidiaries except as listed or any investments or
ownership interests in any corporation, partnership, joint
venture or other business enterprise which is material to its
business.
(b) Capitalization As of the Closing Date of WHL 's entire
authorized equity capital consists of 10,000 shares of GBP1 par
value, of which 2 shares of Common Stock will be issued and
outstanding as of the Closing. As of the Closing Date, there
will be no other voting or equity securities authorized or
issued, nor any authorized or issued securities convertible into
voting stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which WHL or the
SELLERS are bound, calling for the issuance of any additional
shares of common stock or any other voting or equity security
except as set forth in the WHL's agreements with its subsidiary
companies. The 2 issued and outstanding WHL Common Shares to be
transferred by SELLERS constitutes one hundred (100%) percent of
the currently issued and outstanding shares of Common Stock of
WHL , which includes inter-claim, that same percentage of WHL 's
voting power, right to receive dividends, when, as and if
declared and paid, and the right to receive the proceeds of
liquidation attributable to common stock, if any.
(c) Ownership of WHL Shares Each SELLER warrants and
represents, severally, that as of the date hereof, such SELLER is
the sole owner of the WHL Common Shares listed by his or her
name on Exhibit "A-1", free and clear of all liens, encumbrances,
and restrictions whatsoever. By SELLERS' transfer of the WHL
Common Shares to CI4NET pursuant to this Agreement. CI4NET will
thereby acquire 100% of the outstanding capital stock of WHL ,
free and clear of all liens, encumbrances and restrictions of any
nature whatsoever
(d) Taxes WHL has filed all federal, state and local income or
other tax returns and reports that it is required to file with
all governmental agencies, wherever situate, and has paid or
accrued for payment all taxes as shown on such returns, such that
a failure to file, pay or accrue will not have a material adverse
effect on WHL . WHL 's income tax returns have never been
audited by any authority empowered to do so.
(e) Pending Actions There are no known material legal actions,
lawsuits, proceedings or investigations, either administrative or
judicial, pending or threatened, against or affecting WHL , or
against the WHL PRINCIPALS that arrive out of their operation of
WHL , except as described in Exhibit "C" attached hereto. WHL
is not knowingly in material violation of any law, material
ordinance or regulation of any kind whatever.
(f) Government and Regulation WHL holds the licenses and
registrations set forth on Exhibit "D" hereto from the
jurisdictions set forth therein, which licenses and registrations
are all of the licenses and registrations necessary to permit
WHL to conduct its current business. All of such licenses and
registrations are in full force and effect, and there are no
proceedings, hearings or other actions pending that may affect
the validity or continuation of any of them. No approval of any
other trade or professional association or agency of government
other than as set forth on Exhibit "D" is required for any of the
transactions effected by this Agreement, and the completion of
the transactions contemplated by this Agreement will not, in and
of themselves, affect or jeopardize the validity or continuation
of any of them.
(g) Ownership of Assets Except as set forth in Exhibit "E"
attached hereto, WHL has good, marketable title, without any
liens or encumbrances of any nature whatever, to all of the
following, if any; assets, properties and rights of every type
and description, including, without limitation, all cash on hand
and in banks, certificates of deposit, stocks, bonds, and other
securities, good will, customer lists, its corporate name and all
variants thereof, trademarks and trade names, copyrights and
interests thereunder, licenses and registrations, pending
licenses and permits and applications therefor, inventions,
processes, know-how, trade secrets, real estate and interests
therein and improvements thereto, machinery, equipment, vehicles,
notes and accounts receivable, fixtures, rights under agreements
and leases, franchises, all rights and claims under insurance
policies and other contracts of whatever nature, rights in funds
of whatever nature, books and records and all other property and
rights of every kind and nature owned or held by WHL as of this
date, and will continue to hold such title on and after the
completion of the transactions contemplated by this Agreement;
nor, except in the ordinary course of its business, has WHL
disposed of any such asset since the date of the most recent
balance sheet described in Section 3(0) of this Agreement.
(h) No Interest in Suppliers, Customers, Landlords or
Competitors Neither the WHL PRINCIPALS nor any member of their
families have any material interest of any nature whatever in any
supplier, customer, landlord or competitor of WHL .
(i) No Debt Owed by WHL to WHL PRINCIPALS Except as set forth
in Exhibit "F" attached hereto, WHL does not owe any money,
securities, or property to either the WHL PRINCIPALS or any
member of their families or to any company controlled by such a
person, directly or indirectly. To the extent that the WHL
PRINCIPLES may have any undisclosed liability to pay any sum or
property to any such person or equity or any member of their
families such liability is hereby forever irrevocably released
and discharged.
(j) Complete Records All of WHL 's books and records, including,
without limitation, its books of account, corporate records,
minute book, stock certificate books and other records are
up-to-date, complete and reflect accurately and fairly the
conduct of its business in all material respects since its date
of incorporation.
(k) No Misleading Statements or Omissions Neither this Agreement
nor any financial statement, exhibit, schedule or document
attached hereto or presented to CI4NET in connection herewith,
contains any materially misleading statement or omits any fact or
statement necessary to make the other statements or facts therein
set forth not materially misleading.
(l) Validity of this Agreement All corporate and other
proceedings required to be taken by the SELLERS and by WHL in
order to enter into and carry out this Agreement have been duly
and properly taken. This Agreement has been duly executed by the
SELLERS and by WHL , and constitutes the valid and binding
obligation of each of them, enforceable in accordance with its
terms except to the extent Inc by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws relating to
or effecting generally the enforcement of creditors rights. The
execution and delivery of this Agreement and the carrying out of
its purposes will not result in the breach of any of the terms
and conditions of, or constitute a default under or violate, WHL
's Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture, license or other
material document or undertaking, oral or written, to which WHL
or the SELLERS is a party or is bound or may be affected, nor
will such execution, delivery and carrying out violate any law,
rule or regulation or any order, with injunction or decree, of
any court, regulatory agency or other governmental body; and the
business now conducted by WHL can continue to be so conducted
after completion of the transaction contemplated hereby, with WHL
as a wholly owned subsidiary of CI4NET.
(m) Concepts and Approvals: Compliance with Laws Neither WHL
nor the SELLERS are required to make any filing with, or obtain
the consent or approval of, any person or entity as a condition
to the consummation of the transactions contemplated by this
Agreement. The business of WHL has been operated in material
compliance with all laws, rules, and regulations applicable to
its business, including, without limitation, those related to
securities matters, trade matters, environmental matters, public
health and safety, and labor and employment.
(n) Access to Books and Records CI4NET will have full and free
access to WHL 's books during the course of this transaction
prior to Closing, during regular business hours, on reasonable
notice.
4. Warranties, representations and Covenants of CI4NET AND
MANAGEMENT OF CI4NET ("MANAGEMENT") In order to induce the
SELLERS and WHL to enter into this Agreement and to complete the
transaction contemplated hereby, CI4NET AND MANAGEMENT jointly
and severally warrant, represent and covenant to WHL and SELLERS
that :
(a) Organization and Standing CI4NET is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware, will be qualified to do business as a
foreign corporation in every other state and jurisdiction in
which it operates to the extent required by the laws of such
states or jurisdictions, and will have full power and authority
to carry on its business as now conducted and to own and operate
its assets, properties and business. CI4NET has no subsidiaries
or any other investments or ownership interests in any
corporation, partnership, joint venture or other business
enterprise.
(b) Capitalization CI4NET's entire authorized equity capital
consists of 25,000,000 shares of voting common stock, $0.001 par
value. As of the Closing, will have issued and outstanding
2,000,100 shares of voting common stock, $0.001 par value and no
shares of preferred stock issued. Upon issuance, all of the
CI4NET Common Stock will be validly issued, fully paid and
non-assessable. The relative rights and preferences of CI4NET's
equity securities are set forth on the Certificate of
Incorporation, as amended and CI4NET's By-laws (Exhibit "H"
hereto). There are no other voting or equity securities
authorized or issued, not any authorized or issued securities
convertible into voting stock, and no outstanding subscriptions,
warrants, calls, options, rights, commitments or agreements by
which CI4NET is bound, calling for the issuance of any additional
shares of common stock or any other voting or equity security.
The By-laws of CI4NET provide that a simple majority of the
shares voting at a stock holders' meeting at which a quorum is
present may elect all of the directors of CI4NET. Cumulative
voting is not provided for by the By-Laws or Certificate of
Incorporation of CI4NET. Accordingly, as of the Closing the
2,000,000 shares being issued to and acquired by the SELLERS will
constitute 99.9% of the 2,000,100 shares of CI4NET which will
then be issued and outstanding (including all consulting fees)
which includes, inter alia, that same percentage of CI4NET's
voting power (subject to the provisions regarding cumulative
rights), right to receive dividends, when, as and if declared and
paid, and the right to receive the proceeds of liquidation
attributable to common stock, if any.
(c) Ownership of Shares By CI4NET's issuance of the CI4NET
Common Shares to the SELLERS pursuant to this Agreement, the
SELLERS will thereby acquire good, absolute marketable title
thereto, free and clear of all liens, encumbrances and
restrictions of any nature whatsoever, except by reason of the
fact that such CI4NET shares will not have been registered under
the 33 Act, or any applicable state securities laws.
(d)Taxes CI4NET has filed all federal, state and local income or
other tax returns and reports that it is required to file with
all governmental agencies, wherever situate, and has paid all
taxes as shown on such returns. All of such returns are true and
complete. CI4NET's income tax returns have never been audited by
say authority empowered to do so.
(e)Absence of Liabilities As of the Closing Date CI4NET will have
no liabilities of any kind or nature, fixed or contingent, except
for the costs, including legal and accounting fees and other
expenses, in connection with this transaction, for which CI4NET
agrees to be responsible and to pay in full at or before the
Closing.
(f)No Pending Actions To the best of management's knowledge,
there are no legal actions, lawsuits, proceedings or
investigations, either administrative or judicial, pending or
threatened against or affecting CI4NET, or against any of the
CI4NET MANAGEMENT and arising out of their operation of CI4NET.
CI4NET has been in compliance with, and has not received notice
of violation of any law, ordinance of any kind whatever,
including, but not Inc to, the 33 Act, the Rules and Regulations
of the SEC, or the Securities Laws and Regulations of any sale.
CI4NET is not an investment company as defined in, or otherwise
subject to regulation under, the Investment Company Act of 1940.
CI4NET is not required to file reports pursuant to either Section
13 or Section 15 (d) of the 34 Act.
(g)Corporate Records All of CI4NET's books and records,
including, without limitation, its books of account, corporate
records, minute book, stock certificate books and other records
are up-to-date complete and reflect accurately and fairly the
conduct of its business in all respects since its date of
incorporation; all of said books and records will be made
available for inspection by WHL's authorized representatives
prior to the Closing as provided by Section 4(I) herein, and will
be delivered to CI4NET's new management at the Closing.
(h)Validity of this Agreement All corporate and other proceedings
required to be taken by CI4NET in order to enter into and to
carry out this Agreement will have been duly and properly taken
at or before the Closing. This Agreement has been duly executed
by CI4NET, constitutes a valid and binding obligation of CI4NET
enforceable in accordance with its terms. The execution and
delivery of this Agreement and the carrying out of its purposes
will not result in the breach of any of the terms or conditions
of, or constitute a default under or violate, CI4NET's
Certificate of Incorporation- or By-Laws, or any agreement,
lease, mortgage, bond, indenture, license or other document or
undertaking, oral or written, to which CI4NET is a party or is
bound or may be affected nor will such execution, delivery and
carrying out violate any law, rule or regulation or any order,
writ, injunction or decree of any court, regulatory agency or
other governmental body.
(i)Consents and Approvals, Compliance with Laws Except for the
notices to be filed as described in Section 7(a)(v) herein,
neither WHL nor MANAGEMENT is required to make any filing with,
or obtain the consent or approval of, any person or entity as a
condition to the consummation of the transactions contemplated by
this Agreement. The business of CI4NET has been operated in
compliance with all laws, rules and regulations applicable to its
business, including, without limitation, those related to
securities matters, trade matters, environmental matters, public
health and safety, and labor and employment.
(j)Access to Books and Records WHL and SELLERS will have full
and free access to WHL 's books and records during the course of
this transaction prior to and at the Closing on reasonable
notice.
(k)Directors and Shareholders Approval As of the Closing,
CI4NET's Board of Directors and Shareholders, by meeting or
consent shall have properly authorized the matters described in
section 7(a)(iv)herein.
(l)The CI4NET Shares All of the CI4NET Common Shares issued to
SELLERS shall be validly issued, fully-paid non-assessable shares
of CI4NET Common Stock, with full voting rights, dividend rights,
and right to receive the proceeds of liquidation , if any, as
set forth in CI4NET's Certificate of Incorporation.
5. Term: Indemnification All representations, warranties,
covenants and agreements made herein and in the exhibits attached
hereto shall survive the execution and delivery of this Agreement
and payment pursuant thereto. MANAGEMENT and WHL MANAGEMENT
("management") of both parties to the agreement hereby agree,
jointly and severally, to indemnify, defend, and hold harmless
CI4NET, WHL , and the SELLERS from and against any damage, loss,
liability, or expense (including without limitation, reasonable
expenses of investigation and reasonable attorney's fees) arising
out of any material breech of any representation, warranty,
covenant, or agreement made by WHL MANAGEMENT or management in
this Agreement.
6. Restricted Shares: Legend CI4NET Common Shares issued to
SELLERS hereunder will be "restricted securities" as defined in
Rule 144 under the 33 Act and each stock certificate issued to
SELLERS hereunder, will bear the usual restrictive legend to such
effect. Appropriate Stop Transfer instructions will be given to
CI4NET '' stock transfer agent.
7. Conditions Precedent to Closing (a) The obligations of WHL
and the SELLERS under this Agreement shall be and are subject to
fulfillment, prior to or at the Closing, of each of the following
conditions:
(i) That CI4NET's and MANAGEMENT's representations and
warranties contained herein shall be true and correct at the time
of Closing as if such representations and warranties were made at
such time, and MANAGEMENT will deliver an executed certification
confirming the foregoing;
(ii) That CI4NET and MANAGEMENT shall have performed or
complied with all agreements, terms and conditions required by
this Agreement to be performed or complied with by them prior to
or at the time of the Closing;
(iii) That CI4NET's directors and shareholders, by proper and
sufficient vote taken either by consent or at a meeting duly and
properly called and held, shall have properly approved all of the
matters required to be approved by CI4NET's directors and
shareholders, respectively;
(iv) That CI4NET's Board of Directors, by proper and
sufficient vote, shall have approved this Agreement and the
transactions contemplated hereby; and
(b) The obligations of CI4NET and MANAGEMENT under this
Agreement shall be and are subject to fulfillment, prior to or at
the Closing of each of the following conditions:
(i) That WHL 's and SELLERS' representations and warranties
contained herein shall be true and correct at the time of Closing
as if such representations and warranties were made at such time
and WHL and the WHL PRINCIPALS shall deliver an executed
certification confirming the foregoing;
(ii) That WHL and WHL PRINCIPALS shall have performed or
complied with all agreements, terms and conditions required by
this Agreement to be performed or complied with by them prior to
or at the time of Closing; and
8 Termination This Agreement may be terminated at any time before
or at Closing, by;
(a)The mutual agreement of the parties;
(b)Any party if:
(iii) Any legal proceeding shall have been instituted or
shall be imminently threatening to delay, restrain or prevent the
consummation of this Agreement.
Upon termination of this Agreement for any reason, in accordance
with the terms and conditions set forth in this paragraph, each
said party shall bear all costs and expenses as each party has
incurred and no party shall be liable to the other.
9. Exhibits All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in their
entirety.
10. Miscellaneous Provisions This Agreement is the entire
agreement between the parties in respect of the subject matter
hereof, and there are no other agreements, written or oral, nor
may this Agreement be modified except in writing and executed by
all of the parties hereto. The failure to insist upon strict
compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such
rights or power at any other time or times.
11. Closing The Closing of the transactions contemplated by this
Agreement ("Closing") shall take place at the offices CI4NET, at
1.00 P.M. on the first business day after the letter of the
approval of SELLERS owning at least 80% of WHL 's Common Stock or
the shareholders of CI4NET approving this Agreement and the
matters referred to in section 7(a)(vi) herein, or such other
date as the parties hereto shall mutually agree upon. At the
Closing, all of the documents and items referred to herein shall
be exchanged.
12. Prohibited Actions Between the date hereof and the effective
date of the merger, neither Purchaser nor Seller will, except
with the prior written consent of the other:
(a)issue or sell any stock, bonds, or other corporate securities;
(b)incur any obligation or liability (absolute or contingent),
except current liabilities incurred, and obligations under
contracts entered into, other than in the ordinary course of
business;
(c) discharge or satisfy any lien or encumbrance or pay any
obligation or liability (absolute or contingent) other than in
the ordinary course of business;
(d) make any dividend or other payment or distribution to its
shareholders or Purchase or redeem any shares of its capital
stock other than in the ordinary course of business;
(e)mortgage, pledge, create a security interest in, or subject to
lien or other encumbrance any of its assets, tangible or
intangible other than in the ordinary course of business;
(f)sell or transfer any of its tangible assets or cancel any
debts or claims except in each case in the ordinary course of
business other than in the ordinary course of business;
(g)sell, assign, or transfer any trademark, trade name, patent,
or other intangible asset;
(h)waive any right of any substantial value other than in the
ordinary course of business; or
(i) enter into any other transaction other than in the ordinary
course of business.
13. Further Instruments From time to time, as and when requested
by the either of the parties or by its successors or assigns, the
other party will execute and deliver, or cause to be delivered,
all such deeds and other instruments; and will take or cause to
be taken such further or other action as the parties may deem
necessary or desirable in order to vest in and confirm to the
purchaser title to and possession of all its property, rights,
privileges, possessions, and franchises and otherwise to carry
out the intent and purposes of this agreement.
15. Governing Law This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Delaware.
16. Counterparts This Agreement may be executed in
duplicate facsimile
counterparts, each of which shall be deemed an original and
together shall constitute one and the same binding Agreement,
with one counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the date and year above first written.
XX0XXX.XXX INC
By: ____________________________
____________________________
WILLINGTON HOLDINGS LTD
By: ____________________________
LIST OF EXHIBITS
Exhibit "A"/"A-1" List of Sellers
Exhibit "B" True and correct copies of WHL 's
Certificate of
Incorporation,
amendments thereto and all current
By-laws.
Exhibit "C" Any material legal actions, lawsuits,
proceedings of
investigations, either administrative or
judicial,
pending or threatened, against or affecting
WHL ,
or against the Sellers that arise out of
their operation
of WHL .
Exhibit "D" Evidence of WHL 's licenses and registrations
necessary to permit WHL to conduct its current business.
Exhibit "E" Any impediments to WHL 's good,
marketable title
including liens or encumbrances of any nature
whatever.
Exhibit "F" True and correct copies of CI4NET's
Certificate
of Incorporation amendments thereto and all
current
By-laws.
